Listed and pre-listing issuers
Capital for publicly listed and pre-listing companies
Issuer Financing is a capital provider to companies that are already listed or are about to list. We subscribe for newly issued securities—ordinary shares, convertible debt, or a facility the issuer draws on over time—at a price referenced to the public market. The customer is the issuer, not an investor, and we provide no brokerage, underwriting or advisory service.
Key takeaways
- The customer is the issuer. Capital goes to the company as subscription proceeds for newly issued securities. We are not a broker-dealer, an underwriter or an investment adviser.
- Pricing is market-referenced or fixed at signing. Conversion and subscription prices are commonly set by formula against a volume-weighted average price over a defined window, often with a floor. There is no published rate card.
- Exchange capacity rules bind before the economics do. Nasdaq Listing Rule 5635(d), ASX Listing Rule 7.1 and the HKEX general mandate each cap what can be issued without a shareholder vote. The structure is built around the headroom that leaves.
- Resale is a condition, never a promise. Shares become freely tradable on the effectiveness of a resale registration statement, or after the Rule 144 holding period where Rule 144 is available. Rule 144 is not available to a current or former shell company except on the Rule 144(i) conditions.
- Dilution is the price of the capital. Every structure here issues new securities. The useful question is what the proceeds buy, not whether existing holders are diluted.
Instruments
The structures we provide
PIPE transactions
PIPE transactions
A privately negotiated subscription for unregistered shares or equity-linked securities by an already-listed issuer, funded at closing.
How a PIPE transaction is structured →
Instrument
Registered direct offerings
Newly issued securities sold off an already-effective registration statement, so non-affiliate purchasers hold freely tradable shares at closing.
Why registration timing decides everything →
Instrument
Convertible notes and debentures
Cash today as debt, converting into ordinary shares at a fixed or formula price. Written for listed issuers, not for seed-stage companies.
Convertible notes for listed issuers →
Instrument
Equity facilities
A standing commitment to subscribe, drawn in tranches at the issuer's own timing. Standby, committed and share subscription facilities sit here.
How a standby equity facility works →
Instrument
At-the-market programmes
Registered sales of newly issued shares into the existing trading market over time, at prevailing prices rather than a negotiated one.
How an ATM program is run →
Hub
The full instrument set
Every structure side by side: what each one costs in time, disclosure, shareholder approval and dilution, in a single comparison matrix.
Compare all instruments →Comparison
Which structure fits which situation
The decision is rarely about the coupon. It is how much of the float the issue consumes, whether the exchange requires a vote, and how long the securities sit before resale.
| Structure | What the issuer receives | How the securities reach the market | Usually suits |
|---|---|---|---|
| PIPE transaction | A negotiated amount, funded at closing | Resale registration, or Rule 144 where available | Needs a defined sum now and can carry a resale filing |
| Registered direct offering | A negotiated amount off an effective shelf | Freely tradable at closing for non-affiliates | Shelf-eligible, and wants no resale overhang |
| Convertible note or debenture | Cash as debt, repayable or convertible | On conversion, by the same two resale routes | Unwilling to price equity at today's level |
| Equity facility | A commitment drawn in tranches, at the issuer's timing | Tranche by tranche, under the registration or exemption used | Matching capital to a work programme |
| At-the-market programme | Proceeds as shares are sold into the market | Sold into the existing market as issued | Liquid and shelf-eligible, with steady daily volume |
| Structural comparison only. Not an offer, a quote, or a rate card. | |||
Eligibility
Who we fund, and who we cannot
The product requires a public market. We fund companies listed on Nasdaq, NYSE American, OTC Markets, the TSX, TSXV and CSE, the ASX, the LSE and AIM, SGX, HKEX, Nasdaq Stockholm and First North, Oslo Børs, the TSE, NSE and BSE, and TASE—and companies with a listing genuinely under way. A private company with no listed shares and no live listing path is out of scope: the pricing formula and the resale route both depend on a market that does not exist yet.
Beyond the listing, the criteria are structural—free float, average daily traded value, whether the disclosure record is current, what capacity remains before a shareholder vote is required, and what the proceeds are for. The eligibility page sets out each parameter, and what to send in a first enquiry.
Process
How a financing runs
Five of the seven stages, condensed, from first contact to settlement. The full process page sets out what each stage needs from the issuer and what gates it.
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Introduction and scope
Exchange and ticker, free float, average daily traded value, shelf or prospectus position, any facility already in place, and what the capital is for.
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Indicative structure
An instrument, a size, a tenor and a pricing mechanic the float can absorb, with the exchange capacity rules checked before the economics are discussed.
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Diligence and documents
Cap table, disclosure record, transfer agent and existing encumbrances on one side; the subscription documents and the agreed resale mechanism on the other.
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Signing, announcement and funding
Conditions satisfied, definitive documents signed, disclosure made on the issuer's normal timetable, securities delivered and proceeds settled.
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Registration or the holding period
The clock that decides when the securities can be resold starts here: a resale registration statement, or the Rule 144 holding period where Rule 144 is available.
Markets
Where we work
Structures do not travel unchanged. The issue that clears a Nasdaq board is not the one that clears ASX placement capacity or an HKEX general mandate. Each market page sets out the capacity rule, what a discounted issue triggers, and how the securities become tradable.
Resale, Rule 144 and what free trading really means
The first question an investor asks is when the securities can be sold. In the United States there are two answers and both are conditional: a resale registration statement covering the shares is declared effective, or the Rule 144 holding period runs where Rule 144 is available—six months for the restricted securities of a company subject to Exchange Act reporting for at least 90 days, one year for a non-reporting issuer, with the current-public-information condition continuing to apply.
The exception that catches this segment hardest is Rule 144(i) and former shell companies: Rule 144 is not available for securities initially issued by a shell company, or by an issuer that has ever been one, except on the Rule 144(i) conditions. Start at the Rule 144 pillar, then what free-trading shares actually means.
General information, not legal advice. This page describes securities-law, listing-rule and resale concepts in general terms. Form eligibility, the effectiveness of a registration statement, the availability of Rule 144 and the application of any exchange rule depend on facts specific to the issuer. Take advice from qualified securities counsel in the relevant jurisdiction before acting.
What we do not do
We do not provide brokerage, underwriting, placement-agency or investment-advisory services, and we do not act for the issuer in its own offering. Where a registered offering needs a placement agent, the issuer appoints one separately.
We publish no track record, no deal count, no client list and no rate card, because a reader cannot verify any of them. Our editorial standards set out how this content is sourced and what it deliberately omits, and the dilution and conversion mechanics page shows the arithmetic rather than hiding it.
Primary sources
- U.S. Securities and Exchange Commission — Revisions to Rules 144 and 145 (small-entity compliance guide)
- Nasdaq Listing Rules — Rule 5635, shareholder approval and the Minimum Price
- ASX Listing Rules — Chapter 7, changes in capital and new issues
- U.S. Securities and Exchange Commission — Form S-3 and its General Instructions
Frequently asked questions
What does Issuer Financing actually do?
We provide capital to companies that are already listed or are about to list, by subscribing for newly issued securities. That can be ordinary shares, a convertible note or debenture, or a facility the issuer draws on in tranches over time. We take the securities onto our own book. We do not sell them on the issuer's behalf and we do not act as its agent.
Do you fund private companies?
Only where a listing is genuinely under way. Every structure on this site is priced and settled against a public market, so a company with no listed shares and no live listing path gives the pricing formula nothing to reference. For a pre-listing issuer the test is whether the listing is documented and in progress rather than intended.
How is the price of a financing set?
Either fixed at signing or by formula. A formula price is normally referenced to a volume-weighted average price over a defined window before issue or conversion, often with a floor below which the issuer is not obliged to issue. There is no rate card on this site, and no discount, coupon or fee is quoted before the specific situation has been reviewed.
When do shares issued in a financing become freely tradable?
By one of two routes, and both are conditional. Either a resale registration statement covering the shares is declared effective, or the applicable Rule 144 holding period runs where Rule 144 is available. Rule 144 is not available for the securities of a current or former shell company except on the Rule 144(i) conditions. Neither route is a timeline anyone can promise.
Are you a broker-dealer, an underwriter or an investment adviser?
No. Issuer Financing is a capital provider. No broker-dealer, investment-banking or investment-advisory services are provided or held out, and nothing on this site is a recommendation that a structure is suitable for a particular issuer. A registered offering normally involves a placement agent appointed separately by the issuer; that is not a role we take.
Start here
Tell us what the raise is for.
Exchange, ticker, free float, average daily traded value and the use of proceeds. That is enough for an indicative structure and the conditions attached to it, not a number pulled off a rate card.